Home About Us Services Awards Team Insights Career Contact Us TÜRKÇEENGLISH Devin Patent — Istanbul
Competition/Insights

Developments in Turkish Competition Law — October 2026: The EssilorLuxottica Commitments, and the Investigation and Interim Measure in the Instant Noodle Market

Rekabet Hukukunda Ekim 2026 Gelişmeleri: EssilorLuxottica Taahhütleri, Hazır Noodle Pazarında Soruşturma ve Geçici Tedbir
Published12 October 2026
Reading time14 min
PDF
← All Insights
CategoryCompetition
Published12 October 2026
Contents01Introduction02Decisions and Announcements of the Period03Conclusion
Devin Law & IP

This subject falls outside trademark and patent attorneyship. Legal services in this field are provided by our law firm, Devin Law & IP.

Go to devinlaw.com.tr →
SummaryÖzet

This legal update reports the announcements published by the Competition Authority on its website between 5 October 2026 and 12 October 2026. It covers the announcement dated 9 October 2026 on the conclusion by commitments of the investigation concerning EssilorLuxottica S.A.; the announcement dated 7 October 2026 on the opening of an investigation and the adoption of an interim measure in respect of Adkoturk Gıda Sanayi ve Ticaret Limited Şirketi; the announcement dated 12 October 2026 on the oral hearing in the investigation concerning Tarlak Yapı İnş. Mad. San. AŞ; and the merger and acquisition decisions dated 17 September 2026 and 23 September 2026 listed in the “Recent Board Decisions” section of the Authority's website.

01
Introduction

Two decisions taken by the Competition Board (“the Board”) at its meeting of 23 September 2026 were announced on the website of the Competition Authority (“the Authority”) in October 2026. By its decision No. 26-35/980-414, the Board accepted the commitments submitted by EssilorLuxottica S.A., rendered them binding and terminated the investigation conducted under Articles 4 and 6 of Law No. 4054 on the Protection of Competition (“the Competition Law”). The announcement lists six commitments, each with a term of two or three years.

At the same meeting, by its decision No. 26-35/988-M, the Board decided to open an investigation against Adkoturk Gıda Sanayi ve Ticaret Limited Şirketi on allegations of abuse of dominant position in the instant noodle market and restriction of competition in vertical relationships, and adopted an interim measure decision under Article 9(4) of the Competition Law in respect of certain conduct of the undertaking. The opening of an investigation does not constitute a finding of infringement. The Authority also announced that the oral hearing in the investigation concerning Tarlak Yapı İnş. Mad. San. AŞ will be held on 20 October 2026.

The Board accepted six commitments submitted by EssilorLuxottica S.A. and terminated the investigation, opened an investigation against Adkoturk concerning the instant noodle market with an interim measure decision, and approved seven merger and acquisition transactions.
02
Decisions and Announcements of the Period
Conclusion of the EssilorLuxottica Investigation by Commitments

Particulars of the Decision

According to the Authority's announcement dated 9 October 2026, the investigation conducted to determine whether EssilorLuxottica S.A. (“ESSI-LUX”) had infringed Articles 4 and 6 of the Competition Law was concluded upon the Board accepting the commitments submitted by the undertaking and rendering them binding. The commitments were accepted by the Board's decision No. 26-35/980-414 dated 23 September 2026. The announcement does not include any finding of infringement or administrative fine in respect of the undertaking. The announcement contains no explanation of the relationship between ATASUN, which is named in the commitments, and ESSI-LUX.

Commitments on Sales of Branded Sunglasses and Optical Frames

According to the announcement, ESSI-LUX committed, for a period of three years, not to offer on its sales of branded sunglasses and branded optical frames to ATASUN any discount different from the discounts offered to other opticians in Türkiye. The undertaking further committed, again for a period of three years, that it will continue not to design the periodic campaigns it organises for sales of branded sunglasses and branded optical frames with conditions that could be suitable for the participation of ATASUN alone, and that it will thereby continue not to favour ATASUN as compared with its other retail competitors.

Commitments on Ophthalmic Lens Agreements

ESSI-LUX committed, for a period of two years, to limit to a maximum of 18 months the term of the lens purchase commitment contained in the bundled agreements offered to opticians in Türkiye under which ophthalmic lenses and lens edging machines are sold together. The undertaking undertook, for a period of two years, to include in the agreements it will sign with opticians for the sale of ophthalmic lenses a provision expressly stating that opticians are not obliged to purchase exclusively from ESSI-LUX. Under the fifth commitment listed in the announcement, ESSI-LUX will not, for a period of two years, provide any discount facility for contact lens purchases in the new agreements it will sign for the sale of ophthalmic lenses.

Commitment on Data Sharing

Under the sixth commitment set out in the announcement, ESSI-LUX will, for a period of three years, continue not to share with ATASUN the data it obtains, through the lens counters on EssilorLuxottica lens edging machines, concerning opticians that compete with ATASUN.

The legislation provides: Under Article 43(3) of the Competition Law, where, in the course of an ongoing preliminary inquiry or investigation, the Board is satisfied that the commitments submitted by the undertakings or associations of undertakings concerned in order to eliminate the competition concerns arising under Article 4 or Article 6 are capable of eliminating those concerns, it may render those commitments binding on the undertakings or associations of undertakings concerned and decide not to open an investigation or to terminate an investigation that has been opened. Under the same paragraph, commitments are not accepted in respect of clear and hard-core infringements such as price fixing, territory and customer allocation or restriction of supply.

Process Following the Commitment Decision

Under Article 43 of the Competition Law, the Board may reopen an investigation where there has been a material change in any of the elements on which the decision was based, where the undertakings or associations of undertakings concerned act in breach of the commitments they have given, or where the decision was taken on the basis of incomplete, incorrect or misleading information provided by the parties. Article 17(1)(a) of the Competition Law provides for the imposition of a periodic administrative fine where the commitments given are not complied with. The procedures and principles for the submission and assessment of commitments are set out in Communiqué No. 2021/2 on Commitments Submitted in Preliminary Inquiries and Investigations Concerning Agreements, Concerted Practices and Decisions Restricting Competition and Abuse of Dominant Position.

Commitments accepted by decision No. 26-35/980-414 and their terms (Area · Commitment · Term)

  • Branded sunglasses and optical frames — No discount to ATASUN different from those offered to other opticians — Three years
  • Branded sunglasses and optical frames — No periodic campaigns designed with conditions suitable for ATASUN alone — Three years
  • Ophthalmic lens agreements — Lens purchase commitment in bundled agreements limited to 18 months maximum — Two years
  • Ophthalmic lens agreements — Express provision that there is no exclusive purchasing obligation — Two years
  • Ophthalmic lens agreements — No discount for contact lens purchases in new agreements — Two years
  • Data sharing — Competitor data obtained from lens counters not shared with ATASUN — Three years
Investigation and Interim Measure in the Instant Noodle Market

The Investigation Decision and the Allegations

According to the Authority's announcement dated 7 October 2026, the Board resolved the preliminary inquiry conducted in respect of Adkoturk Gıda Sanayi ve Ticaret Limited Şirketi (“ADKOTURK”). Having deliberated at its meeting of 23 September 2026 on the information, documents and findings obtained in the preliminary inquiry, the Board found the findings serious and sufficient and decided, under No. 26-35/988-M, to open an investigation against ADKOTURK. According to the announcement, ADKOTURK is engaged in the production, sale and distribution of the Indomie and Supermie brands in the instant noodle market.

The announcement sets out the allegations under investigation in two groups. The first group is the allegation that ADKOTURK, by abusing its dominant position in the instant noodle market, obstructs the activities of its competitors and excludes them from the market. The second group comprises the allegations that the undertaking determines the resale prices of its buyers, restricts the active and passive sales of its dealers and imposes a non-compete obligation of indefinite duration on its dealers. The announcement does not include any finding of infringement in respect of these allegations. The allegations will be decided by the Board at the end of the investigation.

The Interim Measure Decision

The announcement states that an interim measure decision was adopted in respect of certain conduct of ADKOTURK.

The Board's assessment: According to the announcement, acting under Article 9(4) of the Competition Law and “in order to prevent infringements of competition that may occur in the relevant product market under investigation and the irreparable harm to which such infringements may give rise”, the Board adopted an interim measure decision to the effect that free-of-charge products, delisting budgets, activity budgets, visibility support and similar commercial advantages offered to points of sale are not to be provided until the final decision. The announcement explains the delisting budget as the termination of the sale of competing products.

The legislation provides: Under Article 9(4) of the Competition Law, where there is a likelihood of serious and irreparable harm arising before the final decision, the Board may adopt interim measures that preserve the situation prior to the infringement and do not exceed the scope of the final decision. Article 17(1)(a) of the Competition Law provides for the imposition of a periodic administrative fine where the obligations imposed by an interim measure decision are not complied with.

Provisions to Which the Allegations Relate

Under Article 4 of the Competition Law, agreements between undertakings, concerted practices and such decisions and practices of associations of undertakings which have as their object or effect, or are likely to have as their effect, the prevention, distortion or restriction of competition, directly or indirectly, in a particular market for goods or services are unlawful and prohibited.

Article 6 of the Competition Law prohibits the abuse by one or more undertakings of their dominant position in a market for goods or services in the whole or a part of the country, whether on their own or through agreements or joint conduct with others. Article 6(2)(a) lists, among the instances of abuse, conduct aimed at preventing, directly or indirectly, another undertaking from entering the area of commercial activity or at obstructing the activities of competitors in the market.

The legislation provides: Under Article 4 of Block Exemption Communiqué No. 2002/2 on Vertical Agreements, preventing the buyer from freely determining its own selling price is among the restrictions that preclude an agreement from benefiting from the block exemption. The same Article provides that the supplier may set a recommended price or a maximum selling price, provided that this does not turn into a fixed or minimum selling price as a result of pressure or incentives from either of the parties. Under the same Article, restrictions concerning the territory into which, or the customers to whom, the buyer may sell preclude the benefit of the block exemption, save for the exceptions listed in the Article. The restriction of active sales into an exclusive territory or to an exclusive customer group allocated by the supplier to itself or to a buyer, provided that it does not extend to sales by the buyer's customers, is among those exceptions. Under Article 5 of the Communiqué, a non-compete obligation imposed on the buyer that is of indefinite duration or exceeds five years does not benefit from the block exemption.

Investigation Procedure

Under Article 40(1) of the Competition Law, the Board decides, ex officio or upon applications submitted to it, either to open an investigation directly or to conduct a preliminary inquiry in order to determine whether it is necessary to open an investigation. In the ADKOTURK file, the investigation decision was taken following a preliminary inquiry.

Under Article 43(1) of the Competition Law, the investigation is completed within six months at the latest and, where deemed necessary, the Board may grant an additional period of up to six months on one occasion only. Under paragraph 2 of the same Article, the Board notifies the parties concerned within fifteen days of the date on which it decides to initiate the investigation and requests the parties to submit their first written defences within thirty days.

Announcement of an Oral Hearing

According to the announcement published on the Authority's website on 12 October 2026, the oral hearing in the investigation concerning Tarlak Yapı İnş. Mad. San. AŞ will be held in Ankara on 20 October 2026. The announcement does not include any statement as to the subject matter of the investigation.

The legislation provides: Under Article 47 of the Competition Law, oral hearings are held in public. The Board may decide that a hearing be held in camera on grounds of the protection of public morality or trade secrets. Under Article 48 of the Competition Law, the Board renders its final decision on the same day following the oral hearing or, where this is not possible, within fifteen days together with its reasoning.

Merger and Acquisition Decisions

Meeting of 23 September 2026

The “Recent Board Decisions” section of the Authority's website lists three merger and acquisition decisions dated 23 September 2026. By its decision No. 26-35/978-413, the Board approved the acquisition of sole control of Polisan Kansai Boya Sanayi ve Ticaret AŞ by Kansai Paint Co. Ltd. By decision No. 26-35/984-416, the establishment of a new joint venture in India by Bosch Limited and Tata AutoComp Systems Limited was approved. Decision No. 26-35/990-420 concerns the establishment of a full-function joint venture in which Shenzhen S.F. Freight Corporation, controlled by S.F. Holding Co. Ltd., and Zhejiang Tmall Commercial Technology Co. Ltd., ultimately controlled by Alibaba Group Holding Limited, will hold shareholdings in certain proportions. The Board approved this transaction as well.

Meeting of 17 September 2026

The same section lists four decisions dated 17 September 2026. By its decision No. 26-34/965-408, the Board approved the acquisition of sole control of Fresh Scarfs Tekstil İthalat İhracat Sanayi ve Ticaret Anonim Şirketi and Manuka Tekstil İthalat İhracat Sanayi ve Ticaret Anonim Şirketi by Defacto Perakende Ticaret Anonim Şirketi. By decision No. 26-34/977-412, the acquisition of sole control of KVK Teknoloji Ürünleri ve Ticaret AŞ by Cevahir Taahhüt İnşaat ve Ticaret AŞ, ultimately controlled by the Cevahir Family, was approved. Decision No. 26-34/964-407 concerns the acquisition of sole control of HDI Katılım AŞ by the Aydın Family, and decision No. 26-34/963-406 concerns the acquisition of sole control of United Initiators Holding GmbH, United Initiators GmbH and Bayern Acquisition LLC by Triton Fund 6 GP SARL through Unna BidCo GmbH. The Board approved both of these transactions as well. The summaries in the section do not include any condition in respect of these seven transactions.

The legislation provides: Under Article 7 of the Competition Law, mergers or acquisitions by one or more undertakings that would result in a significant lessening of effective competition in any market for goods or services in the whole or a part of the country, in particular by creating a dominant position or strengthening an existing dominant position, are unlawful and prohibited. The types of mergers and acquisitions that must be notified to the Board and approved in order to acquire legal validity are determined by Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board.

Merger and acquisition decisions dated 17 September 2026 and 23 September 2026 (Decision No. · Transaction · Acquirer / parties · Outcome)

  • 26-35/978-413 — Sole control: Polisan Kansai Boya Sanayi ve Ticaret AŞ — Kansai Paint Co. Ltd. — Approved
  • 26-35/984-416 — Establishment of a new joint venture in India — Bosch Limited; Tata AutoComp Systems Limited — Approved
  • 26-35/990-420 — Establishment of a full-function joint venture — Shenzhen S.F. Freight Corporation; Zhejiang Tmall Commercial Technology Co. Ltd. — Approved
  • 26-34/965-408 — Sole control: Fresh Scarfs Tekstil; Manuka Tekstil — Defacto Perakende Ticaret Anonim Şirketi — Approved
  • 26-34/977-412 — Sole control: KVK Teknoloji Ürünleri ve Ticaret AŞ — Cevahir Taahhüt İnşaat ve Ticaret AŞ — Approved
  • 26-34/964-407 — Sole control: HDI Katılım AŞ — The Aydın Family — Approved
  • 26-34/963-406 — Sole control: United Initiators Holding GmbH; United Initiators GmbH; Bayern Acquisition LLC — Triton Fund 6 GP SARL (through Unna BidCo GmbH) — Approved
03
Conclusion

By its decision No. 26-35/980-414 dated 23 September 2026, the Board accepted the six commitments submitted by EssilorLuxottica S.A., rendered them binding and terminated the investigation conducted under Articles 4 and 6 of the Competition Law. Three of the commitments have a term of three years and three a term of two years. The commitments comprise: not offering ATASUN discounts different from those offered to other opticians; not designing periodic campaigns with conditions suitable for the participation of ATASUN alone; limiting the term of the lens purchase commitment in bundled agreements to a maximum of 18 months; including in the agreements a provision stating that there is no exclusive purchasing obligation; not providing discounts for contact lens purchases in new ophthalmic lens agreements; and not sharing with ATASUN the competitor data obtained from lens counters.

By its decision No. 26-35/988-M of the same date, the Board opened an investigation against Adkoturk Gıda Sanayi ve Ticaret Limited Şirketi and adopted an interim measure decision to the effect that free-of-charge products, delisting budgets, activity budgets, visibility support and similar commercial advantages are not to be provided to points of sale until the final decision. The investigation is ongoing and the announcement does not include any finding of infringement. The oral hearing in the investigation concerning Tarlak Yapı İnş. Mad. San. AŞ will be held on 20 October 2026. In the seven merger and acquisition decisions dated 17 September 2026 and 23 September 2026 listed on the Authority's website, the transactions were approved.

Full briefing noteDownload the bilingual PDF version of this briefing note.
Download PDF

Related reading

CompetitionDevelopments in Turkish Competition Law — October 2026: The Catering Tender Investigation and the Media Markt Decision19 October 2026CompetitionCompetition Law Developments in Türkiye: September 202628 September 2026CompetitionTurkish Competition Board Decisions — June–August 2026: Conditional Clearances, the Commitment Procedure and New Investigations5 September 2026